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Exhibit 9(g)
OMNIBUS FEE AGREEMENT
THIS AGREEMENT is made as of this day of September, 1997, by and among
PROFUNDS (the "Company"), a Delaware business trust, BISYS FUND SERVICES LIMITED
PARTNERSHIP, d/b/a BISYS FUND SERVICES ("BISYS LP"), an Ohio limited
partnership, and BISYS FUND SERVICES, INC. ("BISYS"), a Delaware corporation.
WHEREAS, the Company is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940 Act")
consisting of several series of shares of beneficial interest ("Shares");
WHEREAS, the Company and BISYS LP have entered into an Administration
Agreement, dated September , 1997, concerning the provision of management and
administrative services for the investment portfolios of the Company
(individually referred to herein as a "Fund" and collectively as the "Funds");
WHEREAS, the Company and BISYS have entered into a Fund Accounting
Agreement and a Transfer Agency Agreement, each of which is dated September ,
1997, concerning the provision of fund accounting and transfer agency services,
respectively, for the Funds; and
WHEREAS, the parties desire to set forth the compensation payable by
the Company under the foregoing agreements in a separate written document.
NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. The Administration Agreement, Fund Accounting Agreement, and
Transfer Agency Agreement referred to herein shall be referred to collectively
as the "Service Agreements."
2. The Company shall pay to BISYS LP all of the compensation set forth
herein on the dates set forth herein.
3. The amount of the compensation due and payable to BISYS LP shall be
the greater of: (i) the aggregate fee amount due and payable for Administration,
Fund Accounting and Transfer Agency services pursuant to the contractual fee
schedule set forth in Schedule A hereto during the term of the Service
Agreements or (ii) the minimum relationship fee pursuant to the minimum
relationship fee schedule set forth in Schedule B hereto.
4. This Agreement shall be governed by, and its provisions shall be
construed in accordance with, the laws of the State of Ohio.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
fully executed as of the day and year first written above.
PROFUNDS
By:
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BISYS FUND SERVICES LIMITED
PARTNERSHIP
By: BISYS FUND SERVICES, INC.,
General Partner
By:
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BISYS FUND SERVICES, INC.
By:
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SCHEDULE A
CONTRACTUAL FEE SCHEDULE
Fund Administration Services
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The Company will pay to BISYS LP on the first business day of each
month, or at such time(s) as BISYS LP shall request and the parties hereto shall
agree, a fee computed daily at the annual rate set forth below:
Fifteen one-hundredths of one percent (.15%) of the Company's average
daily net assets up to $300 million.
Thirteen one-hundredths of one percent (.13%) of the Company's average
daily net assets in excess of $300 million up to $500 million.
Eleven one-hundredths of one percent (.11%) of the Company's average
daily net assets in excess of $500 million up to $700 million.
Nine one-hundredths of one percent (.09%) of the Company's average
daily net assets in excess of $700 million up to $900 million.
Seven one-hundredths of one percent (.07%) of the Company's average
daily net assets in excess of $900 million up to $1 billion.
Five one-hundredths of one percent (.05%) of the Company's average
daily net assets in excess of $1 billion.
Fund Accounting Services
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The Company will pay BISYS LP on the first business day of each month,
or at such time(s) as BISYS LP shall request and the parties hereto shall agree,
a fee computed daily at the annual rate set forth below:
Three one-hundredths of one percent (.03%) of each Fund's average daily
net assets up to $300 million.
Two one-hundredths of one percent (.02%) of each Fund's average daily
net assets in excess of $300 million up to $500 million.
One one-hundredth of one percent (.01%) of each Fund's average daily
net assets in excess of $500 million.
The fee payable by the Company hereunder shall be allocated to each
Fund based upon its pro
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rata share of the total fee payable hereunder. Such fee as is attributable to
each Fund shall be a separate (and not joint or joint and several) obligation
of each such Fund.
The fees set forth above shall be in addition to the payment of
out-of-pocket expenses, as provided for in the Fund Accounting Agreement. In
addition, a flat annual fee of $10,000 per class shall be payable for each class
of shares per Fund that is created after September , 1997.
Transfer Agency Services
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The Company shall pay BISYS LP on the first business day of each month,
or at such time(s) as BISYS LP shall request and the parties hereto shall agree,
the fees set forth below.
Annual Fee per Shareholder Account: $15.00
The fees set forth above shall be in addition to the payment of
out-of-pocket expenses, as provided for in the Transfer Agency Agreement.
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SCHEDULE B
MINIMUM RELATIONSHIP
FEE SCHEDULE
Subject to Section 3 of this Omnibus Fee Agreement, the total minimum
relationship fee payable hereunder shall be $1,100,000. Such fee, if applicable,
shall be paid in the increments set forth below; provided, however, that the
Company, at its option, may accelerate the timing of the payment of such fee. In
such instance, payments made in any calendar quarter in excess of the amount
indicated below for that quarter can be credited against any future quarterly
amount due.
During the first calendar quarter of operations of the funds -0-
During the second calendar quarter of operations of the funds -0-
During the third calendar quarter of operations of the funds $ 34,375
During the fourth calendar quarter of operations of the funds $ 68,750
During the fifth calendar quarter of operations of the funds $ 103,125
During the sixth calendar quarter of operations of the funds $ 137,500
During the seventh calendar quarter of operations of the funds $ 137,500
During the eighth calendar quarter of operations of the funds $ 171,875
During the ninth calendar quarter of operations of the funds $ 206,250
During the tenth calendar quarter of operations of the funds $ 240,625
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Total minimum relationship fee $ 1,100,000
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